Terms and Conditions

TERMS AND CONDITIONS OF CONTRACT

GENERAL CONDITIONS

GENERAL

All contracts between Bridge Systems Ltd and any person, firm or corporation (“the Customer”) for the supply of goods or services to the Customer are undertaken upon and subject to these Terms and Conditions. Unless expressly accepted in writing by Bridge Systems Ltd no variation or waiver of or addition to these Terms and Conditions whether contained in document or otherwise shall affect these Terms and Conditions, or form part of any such contract. Any reference to “Goods” in these Terms and Conditions shall mean any goods or services supplied by Bridge Systems Ltd to the Customer.

CHANGES TO ORDER

Once an order from the Customer has been accepted by Bridge Systems Ltd, no subsequent modifications, additions or deletions whatsoever to the order or any specification or document to which the order refers will have effect on the Contract unless written by Bridge Systems Ltd. The acceptance by Bridge Systems Ltd of such instructions may be subject to such conditions (including conditions relating to price, delivery and payment) as may be agreed between Bridge Systems Ltd and the Customer.

DELIVERY

Unless otherwise agreed, Bridge Systems Ltd will procure delivery of the Goods to the Customer at the expense of the Customer. Delivery dates are given in good faith and every effort will be made to maintain them. Bridge Systems Ltd shall not be liable for any claims arising in respect of consequential loss or otherwise for failure to procure delivery of the Goods by any such delivery date unless Bridge Systems Ltd and the Customer have so agreed in writing and then only if the cause of such failure is within the direct control of Bridge Systems Ltd. and not due to any force majeure event

PRICES

Where Bridge Systems Ltd agrees a fixed price of the supply of any Goods, the sum of invoices issued for such Goods (exclusive of any relevant transportation costs or any taxes, duties or levies based on or measured by the price charged by Bridge Systems Ltd for the Goods which may be imposed by any relevant authority) shall not exceed such fixed price provided no alterations to the subject matter of scope of the Contract are agreed and provided that no undue delays are caused by the failure of the Customer to provide instructions, information or access to staff or any facilities necessary to the timely execution of the Contract. Bridge Systems Ltd retains the right to claim compensation for any such delays. Unless stated otherwise, the fixed price is inclusive of all materials, costs and expenses incurred by Bridge Systems Ltd.

INDEMNITY

The customer shall indemnify Bridge Systems Ltd against all claims, costs, etc, arising out of any infringement of Letters Patent, Registered Designs or Copyright and for which Bridge Systems Ltd becomes liable through performance of a Contract in accordance with the Customers specifications or in accordance with information provided by the Customer.

SPECIFICATIONS

Unless stated otherwise performance figures quoted by Bridge Systems Ltd are based on the experience of Bridge Systems Ltd and are given in good faith, but no warranties are given. All goods supplied under a Contract will be to the usual standards of Bridge Systems Ltd unless otherwise agreed in writing between Bridge Systems Ltd and the Customer.

TITLE AND RISK

Ownership of each item of the Goods will pass to the Customer upon full payment for such item, payments received by Bridge Systems Ltd in respect of the Goods being deemed, in the absence of express appropriation by Bridge Systems Ltd, to be appropriated to invoices in chronological order and to items listed on invoices in order of listing. Notwithstanding this, risk in each item shall pass to the Customer on delivery of the item to the Customer or to a common carrier at the specified delivery point. The Customer shall properly insure the goods for the benefit of Bridge Systems Ltd between the time risk passes and the time ownership passes. Prior to the passing of ownership in the Goods, the Customer shall not remove, obliterate or otherwise alter any label, mark or other means Bridge Systems Ltd may have of identifying Goods.

SUPERVENING CIRCUMSTANCES

Any delay in or failure of performance by Bridge Systems Ltd of any of its obligations shall not constitute default or give rise to any claim for damages, if and to the extent such delay or failure of performance is caused or contributed to by any happening or event which is not within the direct control of Bridge Systems Ltd including any strike, lock-out dispute or compliance with any law, order, demand or request of any Government or any international, national, or local authority having jurisdiction.

EXCLUSION OF LIABILITY

Bridge Systems Ltd hereby excludes any liability for any direct or consequential loss or damage arising in any way whatsoever whether from the execution of a Contract on behalf of the Customer by Bridge Systems Ltd staff or their agents or from the use of the Goods or occurring in respect of the Goods however arising. Any statutory liability not excluded by this clause shall not under any circumstances exceed the value of the Contract. The Customer shall be solely responsible for the manner of application or use of the Goods by itself or any third party or any incorporation thereof in any products of the Customer or of any third party and the Customer will indemnify Bridge Systems Ltd against any and all claims which may arise out of any such application or use.

CANCELLATION

Any order placed by the Customer and accepted by Bridge Systems Ltd may not be cancelled in whole or in part except with the prior agreement in writing of Bridge Systems Ltd. If agreement is given by Bridge Systems Ltd a cancellation charge will be made to cover Bridge Systems Ltd’ actual or anticipated loss including without prejudice to the foregoing generality any loss arising in respect of materials purchased or ordered and any sub- contracts entered into, and to compensate Bridge Systems Ltd for any work already undertaken or in hand. Bridge Systems Ltd reserves the right to charge the full price of the Contract by way of a cancellation charge.

PAYMENT

Payment for any Goods is strictly as per the terms stated on the invoice. The Customer shall pay interest on the balance of any invoice remaining unpaid after the terms stated at the rate of 1.5% per calendar month, or part thereof or at such other rate as may be notified from time to time to the Customer in writing (one month’s notice being given of any increase), and shall be liable for all costs, including legal fees, incurred in the collection of any such outstanding fees.

COPYRIGHT

Copyright in all documents, including without prejudice to the foregoing generality all drawings and handbooks, supplied to the Customer shall at all times remain the property of Bridge Systems Ltd and neither the documents nor any part of their content shall be used without the consent in writing of Bridge Systems Ltd for any purpose other than that for which they were supplied.

INSOLVENCY

If the Customer shall become bankrupt, or apparently insolvent, commit an act of bankruptcy or become unable to pay its debts, or being a company, become the subject of proceedings whether voluntary or involuntary for bankruptcy, insolvency, winding-up or the appointment of a receiver, administrator or in any similar circumstances. Bridge Systems Ltd shall be entitled but not bound to treat any contract between Bridge Systems Ltd and the Customer as terminated by breach by the Customer, but this shall be without prejudice to any claims by Bridge Systems Ltd in respect of that or any other breach or otherwise arising. Bridge Systems Ltd may exercise this entitlement in respect of any one or more of this and such other contracts.

LAW

Any Contract subject to these Terms and Conditions shall constitute the entire agreement between Bridge Systems Ltd and the Customer and shall supersede all previous documents. In the event of any of these Terms and Conditions being deemed or held to be void or unenforceable, the other Terms and Conditions shall remain in full force and effect. Any Contract subject to these Terms and Conditions shall be governed and construed in accordance with Scots Law and both parties prorogate the jurisdiction of the Court of Session thereto.

ADDITIONAL TERMS

Any Contract between Bridge Systems Ltd and the Customer shall also be subject to the Special Conditions annexed, (if any).